


Filling the Void

by A26



Series: The Void [3]
Category: Shingeki no Kyojin | Attack on Titan
Genre: Bionic Enhancement, Bodily Fluids, Bottom Jean Kirstein, Come Inflation, Consentacles, Dark Magic, Dystopia, Far Future, M/M, Mating Cycles/In Heat, Oviposition, Pheromones, Porn With Plot, Rough Sex, Science Fiction, Supernatural Elements, Tentacle Sex, Tentacled Levi, Top Levi (Shingeki no Kyojin), Warlocks, Whatever you want to call them, Witches, blink and you miss the breeding kink, blink and you miss the inflation, not a/b/o, so many fluids
Language: English
Status: Completed
Published: 2017-05-07
Updated: 2017-05-07
Packaged: 2018-10-29 03:14:02
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 8,614
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/10845318
Author URL: https://archiveofourown.org/users/A26/pseuds/A26
Summary: Levi casts a spell which goes wrong and ends up mutating himself by accident. Jean offers to help when he retreats to his quarters, only to find the Captain with a few extra appendages...





	Filling the Void

**Author's Note:**

> A huge tentacled thank you to Arlene0401 for checking this over and providing the title! My brain was in present tense mode after however many months it's been. You're a lifesaver! Thank you :) 
> 
> Anyway I hope you all enjoy reading this, a poll done on Tumblr to request who y'all wanted Levi to ruin with his tentacles and Jeanbo won.

The military jeeps slowly crawled along the narrow and steep hills, edging through the jungles of Karanese, an area of land which was once known as India some thousand years prior. Nowadays the Scouts were used for specialist military control of the planet’s defenses against supernatural forces. Forces which had been born from tears in time and reality, linking our world with the demonic realms of the void. 

The journey into the battlefield wasn’t a smooth one this time around, the void tainted rebels saturating the forests in their attempt to protect their priests. Priests whose sole purpose was to create rifts and release demons into this realm, spelling disaster for humanity. 

Humans which had been ‘touched’ by the void and thus able to tap into its power, were known as witches, warlocks, shamans, whatever one wanted to call them. These witches were categorically ranked according to how much void energy they could access and by the power of their abilities. Most witches were first and second ranks and had little influence over reality. 

In Levi’s squad, there were six witches including himself and two humans. Levi was the highest rank witch currently listed on Earth at rank 7, followed closely by Mikasa at 5. 

Levi was a powerful biomancer, able to influence the skin, bone and flesh of himself and when needed, others. Mikasa was a force to be reckoned with. Her honed telekinetic abilities allowed her to control matter accurately from afar if needed. She could also use void energy to build tangible energetic force fields which protected the squad from harm during firefights. 

Speaking of fighting with fire, Armin was the squad’s rank 3 pyromancer. Eren was a rank 3 witch with the ability to see into the past, present and future, and Sasha was a lower rank 1 telekinetic sniper with just enough power to steer bullets around corners where needed or see the world from someone else’s eyes by means of scouting. She could astrally project herself into another, which proved useful on silent missions where discretion was key. 

Historia was a rank 2 witch, whose abilities were difficult to categorise. She had a strong affinity with the void, despite not being able to influence it to many offensive degrees. She was able to take tears between the two worlds and seal them shut, making her one of the most valuable team members. 

Void energy, however, is an unpredictable and fickle thing and its dark forces are drawn to the light of the user drawing upon it, its useage often sprouts unfortunate side-effects for its user. Levi, who had the closest connection to the void, had unnaturally pale skin, a white strip of hair from his forehead to his left ear as well as complete blindness. He’d seen horrible things that your average human’s worst nightmares can’t even come close to, so naturally he was somewhat emotionally limited, appearing cold and distant a lot of the time. 

How much he could actually feel was unknown to his squad. 

Connie and Jean made up the rest of the squad. These two were humans with no connections to the great nothingness. Connie specialised in energy weaponry including laser firearms and EMP’s and Jean was the squad’s heavy arms expert. 

Thanks to an incident involving a spell gone wrong a few years prior, killing the witch who’d cast the spell, Marco, he was left with a critical hit to his chest from enemy fire. It tore so deeply into his chest that not even Levi’s flesh healing abilities were able to regrow what had been damaged. Fortunately he was able to be saved with the use of a bionic heart organ, transplanted into his chest amongst all of the scar tissue. 

Levi had spent many sessions with Jean and was probably the only person who understood the true extent of his injuries both physically and mentally. The mass of scar tissue across his torso left a usually cocky Jean lacking in self confidence and Levi was there to try and heal what he could following the major operation. 

Despite Levi acting as somewhat of a mentor to both Eren and Mikasa a lot of the time, Jean had probably spent the most one-on-one time with Levi in a non-work setting. Albeit most of it would have been with him in a hospital bed, but Jean still greatly appreciated the efforts their strongest witch was going through in order to help him feel better about himself. 

Levi was often very quiet and kept to himself, thick layers of mental barriers preventing any of the team’s witches from reading his thoughts. On select occasions he’d allowed Eren in, but it was often more of a strategic option over actually wanting to get close to the soldier. 

So, leading the squad through the thick, overgrown jungles that man hadn't touched in centuries was Armin, linked with Erwin in the front jeep. The comms was Armin’s area of expertise, and on this particular mission they had a secondary squad assisting them. Their leader, Hange, was a rank four telepath. Hange had the unnatural ability to make people’s choices bend to their whim, should they be weak enough to succumb to it. 

They didn’t do it often, and needless to say not a lot of people high up in the one world military knew what Hange was capable of. Only those in highest power knew what Hange was. To most they seemed like your average person, but the witches in Levi’s squad were able to read Hange for what Hange was. 

Let’s just say a lot of key decision making processes may or may not have been swayed in the resistance’s favour back in the critical days where the witches were being freed from their days in captivity. 

Back in the jungle however, Jean on lookout was having a hard time picking up heat signatures. 

“It’s too fucking hot to pick up a clear signal,” he griped into his headset. They felt a rumble of a shell hitting the ground nearby and the two jeeps sped up in order to avoid a falling tree. 

“They’re getting closer. Sasha, think you can link up with their location?” Erwin radioed over. 

“I’ll try, sir.” 

Sasha sat back on her rifle podium on the back of the truck and her hair started gently prickling upward as if static electricity was running through her. Her eyes whited over as her spirit stretched out into the forest, subtle tendrils of void energy fuelling her search for live bodies. The moment she found one however, she had no time to clock their location as Eren interrupted her focus, shouting for the jeeps to stop immediately. 

Whenever Eren said anything this urgently, people would usually listen and the trucks ground to a swift halt, sending half of the squad flying into each other, right in time for an explosive shell to hit the road ahead of them, clear where they would have been driving if Eren hadn’t have pre-warned them. He was useful for being able to dodge certain attacks and reading where the enemy would attack from. It was those few split seconds of sight into the future that had saved the squad on multiple occasions. 

His abilities however weren’t as honed as Levi’s. While he was a powerful biomancer, he also had abilities in other disciplines of magic. Some of which came naturally to him at almost all times. Levi was a constant source of void energy and most rank one or two witches and humans struggled being in his company unless he wanted to be around them. 

It made him very difficult to sneak up on, which is exactly why he was able to detect the bullet heading right for the back of Armin’s head, stretching his arm out in an instant with a small barrier of telekinetic energy, blocking the attack. It was rare that his spells ever caused any phenomenon to occur to those around him, his spells backfiring usually ended up in physical catastrophe to happen to his own body. 

The next spell was no different. While it served its purpose, the last minute, much larger shield he was quickly forced to manifest out of void energy to block an explosive anti-vehicle shell was the one that caused a shiver to wrack through his body, making him convulse on the flatbed of the truck. 

“Crap, Levi! Drive!” Connie took his orders from Mikasa and hit the gas, getting their jeeps into position to finish the job. They were so close to the rebel hideout and taking heavy fire, so it was about time to wrap this up. Levi remained unconscious for a little over ten minutes and came back to in the middle of the action, guns blazing and an enemy body count rising as the seconds ticked by. The squad had already pressed forward into the enemy stronghold and were taking them out one by one, protecting each other as they went. 

“Hey Jean,” Eren said over the comms. 

“What is it Yeager?” Jean often liked to describe exactly how much he hated Eren. He saw him as reckless and needlessly loud. Also his ability to see the past and future was annoying. 

“I had a dream about you last night,” he chuckled when the wolf whistles came through the comms. “Not like that! But it did involve you getting laid… or was it laying eggs? I can’t remember.” 

“Yeager I swear to god if you don’t shut the fuck up!” 

Levi groaned and zoned their bullshit out. Eren had been known to wind Jean up with fake readings before. A quick read confirmed that most of the rebels here were human and that their numbers wouldn’t cause any significant damage to his own squad. The rebels were out-powered, even if they had greater numbers. 

The side effects were nothing Levi usually couldn’t deal with, and always felt unpleasant whenever he experienced them, even from a small spell gone wrong, but this one felt different. He felt a strange warmth in his back and his left elbow where he'd fallen from his seat in the jeep. It wasn’t painful but it was hotter than he was used to. 

He decided to stay in the truck and rest as best he could until the squad started to trickle back. 

Eren had walked onto a damn land mine, blowing his foot off, so Levi sat up and managed to rest his hand on the young man’s forehead, calming him gently with a void manufactured aura. It helped the squad keep a level head and to keep calm. It kept morale up and they barely even knew it was Levi doing it. 

What the reports said about him not feeling a thing weren’t entirely true. He felt a sense of obligation and care to his fellow misfits. He felt trust for them and appreciation for their company. He felt sad when team members died, and he worried for them when they got hurt. He laid himself down beside Eren to rest both himself and to maintain the calm bubble of energy he had going until they got everyone back to base. 

It took a few hours but Eren was still alive by the time they got back, so Levi spent the next three hours channelling his powers to regrow Eren’s foot. Eren was unconscious for most of it, waking a full three days after Levi had finished working his magic. It took Levi about the same amount of time to rest from how taxing the spell had been. 

Levi however still felt a bit weird. He couldn’t place the sensation. He ached in places he didn’t know he could. Mainly the back of his neck, his left elbow and, embarrassing to admit, his groin. He’d not felt anything down there for years and suddenly he felt like some sort of fucking horny teenager. It was unsettling and it seemed the squad all noticed the change in his demeanour. 

He was more irritable and short tempered, a lot more distant and seemed far away when he was in the room with his squad for mission debrief. A week after the incident he retreated to his quarters to try and sleep the fever off that had started to steadily grow. 

He ignored all of the knocks to his door for a whole week, and once he awoke again he found himself lying on something uncomfortable. He tried moving it out of the way but to his irritation found it attached to his body. 

“Fuck,” he muttered to himself, getting up and shucking his robes so he could feel what was where. He closed his eyes and focused on casting the correct spell, giving himself a type of vision for a few moments just to get a good enough overview of his entire body. It wasn’t physical sight as such with his eyes, but rather an energetic scan of his physique. 

He stood there, wearing nothing but his underwear and turned his waist to get a feel for his back and his left arm. There was a portion of what looked like bone and skin sticking out from his left elbow, making it a bit trickier than normal to move. It had seemingly grown overnight, extruding at least three feet from his elbow, making the appendage longer than his actual arm. 

He was able to move it though, freely enough. He could still clench his fingers on his left hand, only the appendage stuck out and bent at an angle like an extra, elongated arm without a hand on the end. 

His right hand stretched back behind his neck to find a small collection of what felt like short squishy tongues, minus the saliva. He could feel them respond and move to the touch, much like any other part of his body might. He could feel each and every single one of his additional appendages, frowning a little as he opened his eyes, cutting off the scan of himself. 

So he had dry tongue things on his neck, about five, and an extra arm. So his fever had been caused by a spell gone wrong and caused another mutation. Just fucking great. 

Whenever shit hits the fan, there’s one man he trusts the most. Erwin.

Levi wrapped himself in this thick battle robes, making sure to pull the collar up high before he headed down the halls of the old castle to find Erwin. He didn't bother knocking when he arrived. Erwin was always awake anyway, and anyone keeping him company was always quick to find excuses to leave if their rank 7 witch showed up unannounced. 

“Levi.” 

“I feel like shit.” 

“Is it contagious?” 

“Fuck if I know.” 

“What’s the problem?” 

“I need your eyes.” 

“Alright.” 

Erwin understood what Levi meant by this, so patiently remained seated and allowed Levi to de-robe. In that moment Levi created a very gentle, low void energy link between their two minds so that Levi could see the world from Erwin’s eyes. He didn't have or want control Erwin’s movements but he could make use of his clear vision. He took a good look at Levi’s extra arm and the strange little wiggly parts on the back of his neck. 

“There’s more downstairs, too,” Levi said with a huff, pointing at his crotch. He was definitely not planning on shucking his underwear though, he didn't need Erwin to see that. 

“Ah. So another side effect?” 

“Yeah.” 

“What other symptoms have you had?” 

“Just a fever. Usually when I morph the limbs fall off once they’ve served their purpose.” 

“So you think these have a purpose?” Erwin questioned.

“Nine point nine times out of ten they do. I don’t remember asking for this shit though. Maybe the void wants me to lick a fuck tonne of stamps?” 

Erwin laughed at that and moved closer to inspect the wiggly appendages on the back of Levi’s neck. 

“Does it hurt?” He asked, poking one. Levi shook his head. 

“Looks a bit like a void slug.” 

“Feels like one too. Is it slimy yet?” 

“No. They don’t look very big. Maybe they’re not done growing?” 

“Eh, maybe. Keep it quiet for now, they might fall off. I don’t want the squad knowing until I’m sure they’re staying. If they’re not I don’t want them to know.” 

“Very well. Let me know if anything changes.” 

Levi kept that in mind and went about his usual business, only wearing a thicker robe about the headquarters whenever he went out and about. He spent most of his time in his room since his fever never truly died down, but whenever he was out around the base, it seemed that everyone around him was so much nicer to him than normal. 

People who usually expressed their hatred for him greeted him and wished him a good day. 

People he’d insulted multiple times or those who opposed his strength… offered their places in the lunch line. 

Weird shit. 

It pissed Levi off, so he retreated back to his room. 

News must have travelled to his squad of his ‘ill’ condition, because it wasn’t long before he heard a tapping at the door some days later. By now his neck appendages had grown to at least a foot and a half and were secreting their own slime, just like saliva glands would. The tip of the extra arm had split into four up to the extra elbow joint, separating into what could only be described as tentacles. 

What Levi found most fascinating about the new appendages was that he had full conscious control over each and every one of them. It took him a few days to get used to being able to control them, much like you learn how to walk with one leg separate to the other, but he mastered it quickly enough. He practiced with a pen, doing up buttons, brushing his teeth. Daily tasks. 

He had altered his body enough times to know how to quickly organise new limbs to work in unison with the rest of his void tainted body. 

“Sir? Levi?” It was Jean. Levi ignored it. Jean knocked again. 

It was no secret to Levi that Jean had a petty crush on him. He’d never quite understood it until now, given that whatever had mutated beneath his skin clearly reignited his sex drive. Suddenly Levi was wracked with thoughts of curiosity and intrigue. He mostly felt disgusted at first but after Jean refused to go away, he ended up calling him in. 

The room was always pitch black - there was no sense in lighting a blind man’s quarters - and it was perfectly organised with very few personal items. There was a wardrobe for clothes, a bathroom, and a bed. Levi had a small cabinet for sheets and spare blankets when it got cold, as well as a small shelf with a few books he’d found on his travels. How he read them, Jean didn’t know. 

The thought of someone reading them to him had Jean feeling strangely jealous. 

Jean has indeed had multiple thoughts of trying to get to know Levi on a little more personal level, but despite his efforts, Levi never reciprocated. He truthfully hadn't known _how_ to until this last week. 

“Uh, mind if I hit the lights?” Jean asked.

“No. Keep them off,” came Levi’s voice from across the room. The last thing he wanted was for Jean to see his newly developed body parts. As it was, Jean was squinting in the dark trying to figure out where Levi was. There wasn't enough moonlight shining through thanks to the clouds but he got enough of an outline to be able to tell that Levi was on his bed in the corner, white eyes faintly glowing in the dark and revealing his position. 

“Is everything alright Levi?” 

“Eh.” 

“Can I help at all?” He asked, hoping to catch a break with the impenetrable man. Despite his apparent lack of interest, it didn’t stop Jean from trying when the two of them were alone. Levi never seemed to take the piss out of him for trying, so he knew his failed advances would always stay between the two of them. 

“I don’t know,” Levi said so quietly Jean was unsure of whether he actually said it out loud. 

Jean inched closer and Levi pulled the covers up over himself, being sure to grip onto the blanket with the newly acquired tentacles on the back of his neck. The tips curled around the blanket and held it in place. 

“You know I’d do anything to help you if you needed it, right?” Jean said quietly, kneeling by the side of the bed. When Levi didn't respond he spoke back up. “You helped me out, you know? I’d like to return the favour if I can.” 

“I don’t think this is something you can fix,” Levi said, nostrils flaring as Jean moved closer. Now that he could smell the young man, suddenly his senses felt like they were on fire. It was not a painful fire though. It felt urgent and primal and disgusting. He didn't even notice when a quiet moan slipped past his lips. Jean leaned in closer, clearly worried, assuming the man were in pain.

“Sir?” 

“Oh god,” Levi mumbled into the blankets, unsure of what the heat in his stomach meant. Whatever the hell it was, it made him hard and he felt totally helpless against what his body was deciding to do. He was hoping to avoid doing anything stupid to any of his squad members but Jean wasn't helping by insisting on helping. Levi didn't have the strength in him to give Jean any influential ideas about leaving. It was like his brain had been hijacked, wanting nothing more than to pull Jean into bed with him and have his way with the guy. 

Levi hadn’t felt this way for years. He’d forgotten what it was like. 

“What’s wrong, Levi? Should I get a nurse?” Jean moved to get up and without even thinking Levi’s extra left arm instantly snapped out from under the blanket to grip onto his wrist and stop him from going anywhere. It was quite obviously the firm grip of the end of a tentacle holding him in place and Jean’s mind reeled for a moment while he tried to figure out exactly what had a hold of him in the dark. Whatever it was, it wasn’t human. 

“Uh, Levi?” Levi couldn’t detect any fear coming from the younger soldier, only confusion and concern as he was pulled slowly toward the man on the bed by the long appendage. He stumbled when his knees hit the bed and sat on the edge of the mattress, squinting to try and see Levi in the dark. Levi paused then, trying to regain some of his sanity, but the smell was too overpowering. Whatever his body was doing, whatever it was he was picking up from Jean, he felt compelled to act upon it. 

Thankfully he still had at least a singular ounce of self control. 

“Turn the lights on if you want to help.” The tendril gripping Jean’s wrist let go and Jean got up slowly to flick the light switch. What he found when he turned back around was a hot and sweaty looking Captain with a few additions. 

“Oh, is this another spell gone wrong?” Jean asked, having seen a plethora of possible outcomes already. These sorts of mutations weren’t common, but when you worked with multiple witches all day every day, you would be bound to see a few extra body parts where they shouldn’t be. He took a seat on the bed again when Levi didn’t answer, and placed a hand on the man’s ankle. “Hey, I’ve seen worse,” he tried by means of reassurance. 

“That isn’t what’s bothering me. The fucking tentacles I can stand, it’s this fucking thing that’s doing my head in-” Levi griped, flinging the sheets away from his legs. By now his underwear was mightily tented, two additional new appendages poking out from beneath the hem of his boxer shorts. Levi may have missed the look on Jean’s face, but he didn’t miss the sound of him swallowing thickly at the sight. 

“If you really want to help, lock the door,” Levi said quietly after a beat of silence. From what Levi could make out, Jean was just staring for a long moment, the only sound in the room being his increase in breath joint with the distinct smack of him licking his lips. 

“You gotta promise not to kill me, Sir,” Jean suggested playfully as he got up to lock the door, his mind already made up. Levi understood the suggestion to be completely serious, too. Since he was such a good soldier, he would gladly help his superior officer in a time of need. If that time of need just so happened to coincide with a few personal fancies of his own, even better. 

“I’ll try,” Levi groaned, half into his pillow, hearing Jean return without turning off the lights. Not that it made any difference to how much Levi would be seeing of Jean, but he felt a pang of self consciousness knowing that Jean could see everything. He turned his attention to Jean’s vision, taking a look at himself sprawled out on the bed. 

The tips of the appendages on his left arm are gripping at the sheets slowly, to match his fingers, and the ones behind his neck were lying fairly flat beneath his head and sticking out from under his hair. He’d not yet found a comfortable sleeping position with these ones, so he hoped whatever these urges were, once they were fulfilled, they’d piss off. 

Jean sat down beside Levi, looking him over carefully. He’d never actually seen this much of his Captain’s bare skin and the sight was doing inappropriate things to his still youthful mind. Sure, Levi wasn’t exactly good looking, but he had a power to him that Jean had been drawn to for a long time. 

Whatever it was Jean was thinking about, Levi could have sworn he could smell it coming off him. It was like a tangible form of lust that he could inhale, unable to get enough of it. He sat up and when Jean didn’t move away, he outstretched a tentacle to curl its way around Jean’s hand. 

“Did you need me to help with _that_ , Sir?” Jean asked, a hint of hesitation in his voice. “I know how,” he added on, joint with the sound of him swallowing again. Levi let out a shaky breath, overcome with the heat and the ache of desire and got up onto his knees, closing the distance between them in an instant. Jean yelped but managed to withstand the weight, arms gripping Levi’s sides as he made quick work of connecting their lips and straddling Jean’s hips, pushing him harshly against the bed. 

Jean grunted as his lips were assaulted - all tongue and teeth and… more tongues? Oh, fuck. That’s right, Levi had some additional body parts on the back of his neck, which oddly felt like thin, slick tongues lapping at his cheeks ever so lightly. It was a bit gross but something about them just fuelled him on further to want to devour Levi whole. 

Levi moaned out loud when Jean pulled his legs up onto the bed, his thigh brushing against his Captain’s clothed arousal. Levi’s eyes were no less intense for having no vision as he glared at Jean beneath him. “You don’t have to do this,” Levi practically snarled, the frustration and desire tainting his voice. 

“I want to, trust me, I want to,” Jean said quickly, pulling Levi back down into another bruising kiss. Levi found that with four extra appendages on his left hand, all fairly easy to control, Jean’s clothing became very quick work. The tips nimbly yet gently worked open the buttons and smoothed across Jean’s marred chest. He’d done his best healing his scars, but a few still remained in the center near where he was operated on and where the skin was most badly damaged.

Levi’s tentacles weren’t anything similar to any sea creatures of Earth, but rather took their form from creatures found in the void, joint with his own DNA. They were skin tone for the most part, but the tips flushed a dark purple colour and the undersides had small soft slits running up their lengths. It was these parts which held certain secretion glands and fluid ducts, allowing for the stimulation to wetten them, ooze seeping out like drool and sweat through the pores over the whole appendage. This was happening over all four on his left arm, the five on the back of his neck and the extra two down below. 

Levi flattened his left palm against Jean’s bare chest while the right slipped between them to get a feel for just how much Jean wanted to do this. He found the soldier completely hard, and only from kissing. Jean gasped softly at the contact, breaking their lip lock. A tentacle from the back of Levi’s neck slid some of the hair away from Jean’s forehead, his hair having slipped from its small tied bun. Levi was running on instinct and had no idea what a state he looked like, nor could he admire the bright flush across Jean’s cheeks, nose and neck.

“Pants off, now,” Levi instructed. Jean smirked and sat up, working his belt open. 

“I suppose it's a bit late for me to put on a show eh?” Jean snorted with amusement. 

“Bit pointless, too,” the blind man retorted. 

Levi grew impatient with Jean trying to fumble out of his pants so using his right hand, three of his left tentacles and just an ounce of unnatural void strength, tore the garment straight down the fly and seat seam. Jean yelped with surprise and glared at Levi. 

“Hey! Those were new!” Levi just growled at him again, silencing Jean with a kiss, a dripping nape appendage slipping between them to mix with Jean’s saliva. The taste was sweet to Levi’s tongue and to his surprise he was able to taste Jean through the tip of the new feeler. Jean groaned low and deep at the taste and bucked his hips up, desperate for friction. 

The fluids from Levi’s new appendages were beautifully clouding Jean’s mind with the most intense lust he'd ever felt. He clenched his eyes shut as the feeling became too much to bear and shuddered beneath his Captain. 

With a quizzical look, Levi sat back and got a quick feel for what Jean’s body was doing. Being a biomancer meant although he was blind, he could still make out biological creatures and all of their cellular functions by sense alone.

“So soon?” He smirked as Jean covered his face with embarrassment. “No problem,” Levi declared, working a little bit of his void magic on Jean. A low, safe level, which served only to see his wet underwear tenting again much swifter than usual. Jean gaped at himself, shocked by how quickly he felt invigorated again. 

“Fuck, how many times can you do that?” 

Levi grinned - a sinister looking smile when Jean wasn't used to seeing the man’s face pull any sort of expression - “as many times as necessary.” 

\---

Driven by a primal urge he didn't fully grasp, Levi made tatters of the rest of Jean’s underwear, revealing only what he needed as he flipped him onto his stomach. He could feel every breath and hear every pant and moan as he slid his hands against the small of Jean’s back. He gripped the back of what remained of Jean’s waistband and tore the fabric in two, leaving only the legs attached.

The smell was intoxicating and to Jean, whatever Levi’s tentacles were secreting acted like a steroid version of the planet’s most potent aphrodisiac. It made him feel heady and light and oh so needy. He felt the urge to simply be filled over and over again until he was too big to move.

“Oh shit, fuck!” He swore into the bedsheets as Levi’s wet feeler tips stroked along his backside at the same time his fingers kneaded his hips. He didn't need to look to know Levi had dropped his underwear and the two extra appendages in his groin were currently teasing his entrance slowly, their sticky trail leaving his skin tingling. His entrance twitched with anticipation as he was laid bare to Levi’s gaze. His blindness made him feel a little less embarrassed but Levi’s apparent skill didn’t settle him for long. 

It was as if the rank 7 was running off the same energy, urging him on to fulfil Jean’s wishes. Urging him to fuck him until he was full to the brim and raw. 

Levi bent over Jean who was now on all fours with his arse hanging out of his trousers and Jean shuddered when the first slick appendage breached him. Levi placed a few kisses to Jean’s back by means of apology, being able to sense the uncomfortable stretch at first. Jean need not suffer long though, having those fluids on the inside felt like an adrenaline shot, working their magic a dozen times faster than contact only to the skin. 

Levi braced his hands on Jean’s hips and one tentacle held his shoulder to brace himself as he worked Jean open. The effects of his newfound saliva had Jean’s muscles relaxing quicker than usual. Levi was very swiftly learning what these limb’s purpose might just be. 

They needed to breed something. 

A pair of tentacles slid down Jean’s side, separating directions as one flicked and curled around Jean’s closest nipple and the other stroked slowly around his cock. 

Jean wasn't able to make any coherent noises at this stage, his body already feeling tired with the desperation for release. Levi’s appendage thrusting slowly in and out of him was fairly narrow to begin with, but he felt it flexing inside of him before a second one joined it, wriggling its way in beside the other, stretching him out.

“How you doing down there?” Levi asked out of courtesy in a brief moment of lucidity. He could read Jean’s organic biology so he knew he was physically fine, but figured he might be missing something psychologically. Best to keep his bases covered. He didn't want to hurt him, even if they were both a little out of their minds. 

Jean just moaned in response, head buried against his forearms on the bed. Levi’s final free tentacle stretched toward Jean’s head, blindly finding his mouth hung open and drooling on his fresh sheets. As soon as Jean felt the tip at his lips he took it into his mouth and sucked, eliciting a long deep groan from its owner. The feeling to Levi was like having millions of nerve endings in each tentacle tip. The sensations he was experiencing after years of radio silence was deafening and he struggled to control himself from fucking straight into Jean before he was ready. 

His two extra ‘fingers’ in his groin helped that process along nicely. The slick they produced made an excellent lubricant. One slipped from Jean’s backside and curled around his own cock, giving it a few slow strokes before returning to Jean’s insides. Jean felt Levi’s tentacles slow in their multiple ministrations across his body (which was great because he wasn't sure how much more he would be able to handle). What he felt in their place however was the two tentacles inside him stretching him out sideways as if in anticipation for something bigger. 

Levi lined his cock up to Jean’s entrance, holding it open for himself with his new helpers and sank all the way in with one firm push. It was tough, and Jean cried out and moaned into his bed sheets, but it felt so good. Levi growled and Jean was pretty sure, even with a pheromone-clouded mind, that the sound wasn't _entirely_ human.

“Fuck, Sir, yes,” Jean rambled, half of it muffled by the sheets and his arm as Levi started thrusting. He set a moderate pace from the get go and the two tentacles already inside Jean, although thinner than his actual cock, thrust in and out to match, creating even more pleasure for the soldier. 

“More,” Jean moaned when he caught enough breath to get the word out without stuttering, his whole body shaking as Levi’s four left tentacles resumed their assaults, curling around Jean’s leaking cock and teasing a nipple from the left side. Two of them assisted Levi in keeping a hold on Jean’s shoulder as he was pounded into from behind, spewing a stream of fuck’s, yes’, harder’s and more. More, more, more. 

“Don't stop, please oh God,” Jean whimpered into the mattress as Levi set a quick, hard pace, urged on by Jean’s pleas and his own unnatural instincts. 

“I didn't think you were so vocal in bed,” Levi commented as he thrust in hard, his smaller appendages able to reach farther than the tip of his cock, pressing firmly into Jean’s prostate and leaving him a wordless, drooling mess, mind fogged over with the intense pheromones in the air which Levi wasn't even aware he was sweating into the air by this point.

Levi was able to control when and whether he would climax, however as a natural process he understood it would have to happen eventually. With his ability to refresh the pair of them at will, he saw no sense in dragging each round out unnecessarily long. He was close, and he could feel that Jean was too. He gripped Jean’s hips, hard enough to leave marks, and drove in quickly, hips snapping into the younger man as quickly as he could without any supernatural enhancement.

The heat and urgency built up in Levi’s body instantly relaxed when he came, the two tentacles inside Jean alongside his cock pulsing as he climaxed with a loud groan. Jean quivered, thighs shaking as he too came over the tentacle wrapped around his cock. Levi kept a good hold on Jean’s hips, supporting him to stay upright as whatever the two tentacles inside him were flushing out through the slits on the undersides. 

Jean felt lightheaded and incredibly sated as he slumped against the bed, the pressure in his backside like nothing he’d experienced before. Sure, he’d had sex with some of the other recruits over the years, just to keep himself sane, but he’d never have anyone come inside him in such _quantity_. His stomach felt so tight after just one round. 

The two tentacles inside him however had other plans, stretching as they pulsed with whatever fluids it was they had to release with Levi’s orgasm. They stretched to such a point that they caught on the inside rim of Jean’s entrance, locking them together like a knot. 

Levi’s left appendage of tentacles released their holds on their various parts of Jean’s body and his hands gently stroked at Jean’s lower back and hips, as if by apology for the rough treatment. 

The room was awash with pheromones, sweat and heavy breathing as the two came down from their releases. Jean spent most breaths moaning softly as his over sensitive insides were stretched beyond their usual capacity. 

“Woah, is that it?” Jean asked, turning his head to look up at Levi, whose black and white hair was stuck haphazardly to his forehead and his pale skin was flushed a light pink colour, all across his face, neck and chest. 

Levi grunted and shifted, noting that they were fixed together. 

“I don’t know,” he admitted, the fog clearing just enough to allow him sense enough to make short conversation. “I guess we wait for it to go down?” He shrugged, still gently stroking whatever skin he could reach, some of which was out of reach his left tentacles were able to help with. The ones on the back of his nape helped to push the hair out of his face and wipe his cheeks from the sweat. 

Jean supposed they were actually quite useful, despite their unsightly appearance.

As soon as the tentacles’ swelling started to go down some fifteen minutes later, Levi slipped out, painfully aware of how sensitive and spent they both were. As much as he wanted to go again, the urges in the back of his mind demanding more, he wanted to rest, just for a moment. It felt like Jean needed it too. 

Jean laid flat on his stomach, groaned and rolled over, his legs and groin sticky with slick and come. He was completely winded. Levi laid down on his right side, left arms still draped over Jean lazily as the pair dozed. 

It was only when Levi awoke to a start did Jean rouse from his nap. The Captain had sat up abruptly in bed and glared at the door as if its mere existence had personally offended him. 

“What's up?” Jean groggily asked. Levi shook his head and returned his attention to Jean. 

“It's nothing.”

Now the pair were awake once more, the previous urges reawoke alongside their hosts. Jean had the strong urge to go to the toilet, but before he could even open his mouth to express that, Levi had rolled back on top of him, rocking his hardness against his thigh and making Jean’s thoughts cloudy again with whatever it was he smelled of. Levi’s left arm’s long slick tendrils kept themselves busy toying with Jean’s nipples and twitching cock as Levi kissed him roughly. 

They grunted against each other’s mouths and Jean was overcome with euphoria when one of Levi’s dripping appendages replaced his tongue, flooding his mouth with more demonic aphrodisiac. He choked a little and coughed, but Levi couldn’t sense any actual danger, moving between Jean’s legs for another round. 

Neither of them had any idea how long they spent having mindless, lust-driven sex, recovering far too quickly than should be natural before going at each other all over again. Jean went from feeling like he needed the toilet to feeling like he’d just had a full blown feast, his stomach now noticeably tight with the amount Levi and his tentacles had come into his rear and his throat. Whatever sweet fluids came from Levi’s new body parts, Jean was more than compliant to lap up greedily until his tongue was coated too thick to swallow any more. 

The fluids made him compliant and lazy, but he couldn’t imagine being anywhere else even if he tried. He’d wanted to get closer to Levi for so long now - they’d worked together for almost ten years now. His dirtiest, wettest dreams were coming true and he was more than happy to lay back and let Levi do as he pleased. Sure, he’d probably sober up and return to normal, but a little part of Jean didn’t want that to happen. Wanted greedily to keep the Captain to himself and receive this sort of treatment on a more regular basis. 

He didn’t mind if the tentacles remained, either. 

This round, Levi had Jean in his lap, stroking both of their cocks together with a hand as the two of his lower region appendages thrust in and out of Jean’s loose entrance. Whenever he became too loose and started to leak, Levi would swiftly influence the molecules in certain parts of Jean’s body, encouraging the elasticity of his skin to tighten, keeping everything in as best he could. 

There was nothing he could do to salvage the state of the mattress by this point though. 

He figured there was going to be casualties when he first found the extra growths twisting from his body. 

Time became a foreign concept and Jean vaguely wondered if anyone had tried to contact them. It felt like they had been going for days when in reality it was probably still only the first, (maybe second), day. The headquarters did in fact have a few questions regarding their whereabouts, but Levi was already on top of that with his honed biological sensors. 

For the meantime all Jean could focus on were the two thick cock-like objects fucking in and out of him until he came all over Levi’s hand and stomach. Again. 

“Fuck,” Levi groaned as the two tentacles expanded again, gushing into Jean’s guts until his stomach rounded slightly. Whatever was in the composition of the slick Levi was producing, it did wonders in relaxing Jean’s skin and muscles to make room for all of the extra fluid inside him. Levi could hear it sloshing whenever he jostled beneath Jean and the sound made his muddled mind more pleased than he’d care to admit. 

Levi wasn’t prepared however for the uncomfortable pressure in his own stomach. He let go of Jean’s and his own spent cocks to clutch at his side, still fixed to Jean’s arse by the swollen knot. 

Having no idea what it was, and not feeling focused enough in his sated haze, he couldn’t read what was happening until a firm lump moved from his own body, through one of the narrow tentacles currently inside Jean and passed through with a slick pop. Levi and Jean both groaned at the unusual sensation, the round object being roughly the same size as a quail egg. 

The pair were hard again in no time flat as the pressure built in Levi’s guts stronger than before. He looked at Jean with a flash of panic in his eyes as he realised he was unable to stop the next part - his insides seemed to relax and he felt everything gush down into Jean, releasing a huge amount of the same round objects into the awaiting fluids he’d stored there in all of their previous rounds of rough fucking. 

The pair moaned together as Levi pumped Jean full with his firm seeds, packing him so full until his stomach visibly bulged outward, the skin taut and a little lumpy in places. 

“Ugh, so full,” Jean whimpered. Levi made sure not to touch his abdomen, his stomach looked a little sore from the sudden intrusive rush of eggs. Instead he rubbed his thumbs against Jean’s thighs as his left tentacles gently rubbed his stomach, their slick texture easing the ache there. Another tentacle found its way to Jean’s mouth to slip inside and Jean greedily sucked on it, suckling like a baby at the small amount of relaxant it provided him as Levi was still fixed to Jean’s arse. 

“You’re doing so well,” Levi said quietly, unsure of whether he said it or thought it. When Jean’s cock twitched between them he surmised the message made it just fine. He hunched over Jean to kiss his scarred chest, running a hand gently over the large scar in the center of his solar plexus. The wound had been created by an energy blast, leaving a lot of burnt skin. It had been very messy before Levi worked on it. 

Truth be told he did miss human interaction. His power made people avoid him, so he rarely got to touch anyone like this. It felt like he had been caught in a sandstorm for years and suddenly the appreciation of Jean, his oasis in the desert, hit him full force. He stretched as far as he could, releasing Jean’s mouth which was currently drooling down his front as he was lulled by the pheromones in the air, kissing him softly when he was close enough. 

The pair remained interlinked for another hour, the knot taking its dear sweet time to shrink, but their lust didn’t return in full force as it had earlier once they awoke, still lying on top of each other. 

When Levi was able to slip free he sat up and all his limbs sagged with how tired he was, matching the rest of his mind and body. Using void energy to cast any sort of spell was taxing even for someone of such a high rank and he’d been using his fair share of the stuff today, so regardless of how well he could invigorate himself and others, he felt too exhausted to move, let alone channel demonic energy from another dimension. 

“We need to sleep somewhere else,” Levi announced, mind clear enough now to focus on the mess they had made in their ‘mating’. Jean was too busy prodding his stomach with his legs spread where Levi left him. It wasn’t all that noticeable but to Jean he felt huge. He prodded his stomach and it felt hard and lumpy, the skin stretched tight. 

“Do you think they will come out?” He asked, a look of concern on his face now he was able to think clearly. Levi shrugged, opening a window. 

“Maybe they’ll hatch into void maggots and eat you alive from the inside,” Levi said as he turned back to miss the horrified look on Jean’s face. He could tell the young man was mortified, though. “Joking?” Levi said, smirking. Jean just glared daggers at his Captain. “I can’t read any lifeforms. You don’t exactly have a womb.” 

“You never know with this weird shit. You sprouted an extra fucking arm or did you forget?” 

“Well that’s true. It’s perfectly possible you may mutate into a woman.” 

“Serious?!” Jean gaped. 

“No.” 

“Oh.” 

“Seriously though I think you better go to the bathroom. I’ll do a cleanse on you when we’ve recovered, just in case. I’m too tired right now.” 

Jean obeyed the order and did as he was told, feeling an incredible urge to evacuate his bowels en masse as he started to get up and gravity started working its magic. Good ole’ gravity. Jean barely made it to the toilet with a few slimy purple pellets slipping down his thighs as Levi pulled his robes on to start preparing a few things to move across the hall into another room. 

Another advantage to being so powerful was no one wanted to sleep in any of the quarters close to his. Being in the same building was bad enough. 

When Jean was decent enough and they’d both showered, they moved bedrooms and left Levi’s to air out. Jean had to completely give up any chances of salvaging any of his clothes and opted for a quick dash across the hall wearing nothing but his birthday suit. No one disturbed them for the entire fiasco and Levi insisted on cuddling, something he never used to do. Jean would never be so happy to wake up in a pile of wilted tentacles, the limbs starting to die off to eventually drop from Levi’s body. 

Thankfully the mutations dying off wouldn’t affect Levi’s sex drive, which had successfully been restored after years of subconsciously starving for human touch. 

\---

Sometime earlier, elsewhere in the headquarters, Erwin had thought of an urgent question he needed to ask his second in command. Should he have made it to Levi’s quarters as he originally intended, he would have probably found him and one of his soldiers in a rather compromising position. 

He’d never be able to place what stopped his fist from knocking on the door, but as soon as he got there he seemed to instantly forget where he was or what he was doing, so with a little bit of confusion, shrugged it off and promptly returned to his office to resume his work.

He wasn’t the only one in the building feeling unusually forgetful that day...

**Author's Note:**

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> Thanks for reading!


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